Proxy Agreement

PROXY AGREEMENT

This Proxy Agreement ("Agreement") is made on between Principal Name: with address (Principal), and Proxy Name: with address (Proxy).

WHEREAS

WHEREAS, Principal is the lawful owner or authorized representative of certain rights, interests or voting authority described herein and desires to appoint Proxy to act on Principal's behalf in accordance with the terms and limitations of this Agreement; and

WHEREAS, Proxy has represented that Proxy is willing and able to act as attorney-in-fact for the Principal with the authorities granted in this Agreement and to perform those duties in Principal's best interest;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such appointment in a written contract.

SCOPE OF AUTHORITY

Principal hereby appoints Proxy as Principal's true and lawful attorney-in-fact to act in Principal's name, place and stead to take the following actions (collectively, the "Authorities"):

Select authorities granted (check applicable):

Vote or consent on behalf of Principal at meetings of shareholders, members or other governing bodies
Execute, deliver and acknowledge contracts, agreements and instruments necessary to effectuate decisions
Appear and represent Principal at meetings, hearings, or other proceedings
Receive notices, reports and communications related to matters within the Authorities
Other (describe below)

Limitations on Proxy's authority (if any): Principal expressly limits Proxy's authority as follows:

PAYMENT TERMS

Compensation for services rendered by Proxy:

Reimbursable expenses: Proxy shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in performing the Authorities, subject to Principal's prior approval when expenses are expected to exceed .

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause by delivering written notice to the other party at least days prior to the effective date of termination. Termination for cause may be immediate upon written notice for material breach, fraud, willful misconduct, or failure to perform duties under this Agreement.

CONFIDENTIALITY

Proxy acknowledges that in performing the Authorities Proxy may receive or have access to confidential or proprietary information of Principal. Proxy agrees to maintain in strict confidence all nonpublic information obtained from Principal and not to disclose such information to any third party except as necessary to perform the Authorities or as required by law. Confidential information does not include information that (i) was already known to Proxy without restriction at the time of disclosure, (ii) becomes publicly known through no fault of Proxy, or (iii) is rightfully received from a third party without breach of an obligation of confidentiality.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the person signing this Agreement is duly authorized to do so. Proxy warrants that Proxy will act in good faith, with reasonable care, and in the best interests of Principal when exercising the Authorities granted herein.

DELEGATION AND SUBSTITUTION

Proxy may delegate ministerial tasks to assistants or agents but may not delegate discretionary authority except with Principal's prior written consent. Any such permitted delegates shall be subject to the same confidentiality obligations as Proxy.

REVOCATION OF PRIOR PROXIES

Principal represents that, except as disclosed below, no prior proxy currently authorizes any person to exercise the Authorities granted in this Agreement. List prior proxies to remain in effect, if any:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

INDEMNIFICATION

Principal agrees to indemnify and hold harmless Proxy against all losses, claims, liabilities and expenses (including reasonable attorneys' fees) incurred by Proxy as a result of good-faith performance of Proxy's duties under this Agreement, except to the extent that such losses result from Proxy's gross negligence, willful misconduct, or material breach of this Agreement.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by written notice. Notice is effective upon personal delivery, three days after deposit in the U.S. mail with postage prepaid, or one day after delivery to a recognized overnight courier service.

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